The undersigned hereby
irrevocably appoints
as attorney and proxy of the undersigned, with full power of substitution, to
execute and deliver this Letter of Consent on which this form of proxy is set
forth with respect to the Notes in accordance with the terms of the Consent
Solicitation described in the Consent Solicitation Statement, with all the
power the undersigned would possess if consenting personally. THIS PROXY IS IRREVOCABLE AND IS COUPLED WITH
AN INTEREST AND SHALL EXPIRE ON THE LATER OF (i) THE DATE THE PROPOSED
AMENDMENTS AND WAIVER BECOME EFFECTIVE OR (ii) THE CONSENT DATE. The aggregate principal amount and serial
numbers of Notes as to which this Proxy is given are set forth below.

The undersigned hereby
irrevocably appoints
as attorney and proxy of the undersigned, with full power of substitution, to
execute and deliver this Amended Letter of Consent on which this form of proxy
is set forth with respect to the Notes in accordance with the terms of the
Consent Solicitation described in the Consent Solicitation Statement, with all
the power the undersigned would possess if consenting personally. THIS PROXY IS
IRREVOCABLE AND IS COUPLED WITH AN INTEREST AND SHALL EXPIRE ON THE LATER OF
(i) THE DATE THE PROPOSED AMENDMENTS AND WAIVER BECOME EFFECTIVE OR (ii) THE
CONSENT DATE. The aggregate principal amount and serial numbers of Notes as to
which this Proxy is given are set forth below.

The undersigned
hereby irrevocably appoints
as attorney and proxy of the undersigned, with full power of substitution, to
execute and deliver this Letter of Consent on which this form of proxy is set
forth with respect to the Notes in accordance with the terms of the Consent
Solicitation described in the Consent Solicitation Statement, with all the
power the undersigned would possess if consenting personally. THIS PROXY IS
IRREVOCABLE AND IS COUPLED WITH AN INTEREST AND SHALL EXPIRE ON THE LATER OF
(i) THE DATE THE PROPOSED AMENDMENTS AND WAIVER BECOME EFFECTIVE OR (ii) THE
CONSENT DATE. The aggregate principal amount and serial numbers of Notes as to
which this Proxy is given are set forth below.

Aggregate Principal Amount
of Notes

Serial Number(s)

IMPORTANTREAD CAREFULLY

This proxy must be signed by the Holder(s) exactly
as its name(s) appears on the Certificates for the Notes. If the Notes are
held of record by two or more joint Holders, all such Holders must sign this
proxy. If a signatory is a corporation, please give full corporate names and
have a duly authorized officer sign, stating title. If a signatory is a
partnership or trust, please sign in the partnership or trust name by a duly
authorized person. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, please set forth the signatorys full name below.
See Instruction 5.